Employee Benefit Plans; Employment Agreements Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.
Benefit Plans (a) At the Effective Time, Mutual First or a Mutual First Subsidiary shall be substituted for ▇▇▇▇▇▇ or a ▇▇▇▇▇▇ Subsidiary as the sponsoring employer under those benefit and welfare plans with respect to which ▇▇▇▇▇▇ or any of its Subsidiaries is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in ▇▇▇▇▇▇ or its Subsidiary with respect to each such plan. Except as expressly contemplated by a separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof, each such plan shall be continued in effect by Mutual First or any applicable Mutual First Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Company Merger or the Bank Merger, subject to the power reserved to Mutual First or any applicable Mutual First Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. ▇▇▇▇▇▇, each ▇▇▇▇▇▇ Subsidiary, and Mutual First will use all reasonable efforts (i) to effect said substitutions and assumptions, and such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement. (b) At or as promptly as practicable after the Effective Time as Mutual First shall reasonably determine, Mutual First shall provide, or cause a Mutual First Subsidiary to provide, to each full time employee of ▇▇▇▇▇▇, and its wholly-owned Subsidiaries as of the Effective Time ("▇▇▇▇▇▇ Employees") the opportunity to participate in each employee benefit and welfare plan maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, for similarly-situated employees provided that with respect to such plans maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, ▇▇▇▇▇▇ Employees shall be given credit for service recognized under the corresponding plan of ▇▇▇▇▇▇ and its Subsidiaries in determining participation in, eligibility for and vesting in benefits thereunder, and only with respect to severance and vacation plans, accrual of benefits; provided further that ▇▇▇▇▇▇ Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the group health plan of Mutual First or any applicable Mutual First Subsidiary to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the applicable ▇▇▇▇▇▇ group health plan; and provided further that to the extent that the initial period of coverage for ▇▇▇▇▇▇ Employees under any plan of Mutual First or a Mutual First Subsidiary, whichever is applicable, that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12- month period of coverage, ▇▇▇▇▇▇ Employees shall be given credit under the applicable welfare plan for any deductibles and co-insurance payments made by such ▇▇▇▇▇▇ Employees under the corresponding ▇▇▇▇▇▇ welfare plan during the balance of such 12- month period of coverage. Nothing in the preceding sentence shall obligate Mutual First or any Mutual First Subsidiary to provide or cause to be provided any benefits duplicative to those provided under any ▇▇▇▇▇▇ benefit or welfare plan continued pursuant to subparagraph (a) above, including, but not limited to, extending participation in any plan which is an "employee pension benefit plan" under ERISA relative to any period of time with respect to which allocations are made to ▇▇▇▇▇▇ Employees under any employee pension benefit plan maintained or sponsored by ▇▇▇▇▇▇ or a Marion Subsidiary. Except as otherwise provided in this Agreement, the power of Mutual First or any Mutual First Subsidiary to amend or terminate any benefit or welfare plans of ▇▇▇▇▇▇ and its Subsidiaries shall not be altered or affected. Moreover, this subsection 6.13(b) shall not confer upon any ▇▇▇▇▇▇ Employee any rights or remedies hereunder and shall not constitute a contract of employment or create any rights, to be retained or otherwise, in employment at Mutual First or any Mutual First Subsidiary. (c) Any separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof relating to employee or other benefits is incorporated herein by reference and shall be deemed a part of this Agreement.
Employee Benefit Arrangements (i) All liabilities under the Employee Benefit Arrangements are (A) funded to at least the minimum level required by Law or, if higher, to the level required by the terms governing the Employee Benefit Arrangements, (B) insured with a reputable insurance company, (C) provided for or recognized in the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof or (D) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent pursuant to Section 6.01 hereof, where such failure to fund, insure, provide for, recognize or estimate the liabilities arising under such arrangements could reasonably be expected to have a Material Adverse Effect. (ii) There are no circumstances which may give rise to a liability in relation to the Employee Benefit Arrangements which are not funded, insured, provided for, recognized or estimated in the manner described in clause (i) above and which could reasonably be expected to have a Material Adverse Effect. (iii) Each of Parent and each of its Restricted Subsidiaries is in compliance with all applicable Laws, trust documentation and contracts relating to the Employee Benefit Arrangements (including pursuant to any applicable procedures under applicable Law, as appropriate), except as would not reasonably be expected to have a Material Adverse Effect.
Benefit Plan If an employee maintains coverage for benefit plans while on maternity or parental leave, the Employer agrees to pay the Employer's share of these premiums.
Effect on Other Employee Benefit Plans The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.